4//SEC Filing
Conway Charles 4
Accession 0001562180-22-006950
CIK 0001689813other
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 8:23 PM ET
Size
44.3 KB
Accession
0001562180-22-006950
Insider Transaction Report
Form 4
Conway Charles
Chief Scientific Officer
Transactions
- Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−6,000→ 0 totalExercise: $49.60Exp: 2029-03-22→ Common Shares (6,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−2,398→ 0 totalExercise: $81.32Exp: 2031-01-06→ Common Shares (2,398 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−27,602→ 0 totalExercise: $81.32Exp: 2031-01-06→ Common Shares (27,602 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−295→ 0 totalExercise: $20.28Exp: 2027-12-06→ Common Shares (295 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−54,000→ 0 totalExercise: $9.07Exp: 2026-12-14→ Common Shares (54,000 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−25,000→ 0 totalExercise: $55.99Exp: 2029-11-25→ Common Shares (25,000 underlying) - Disposition to Issuer
Restricted Share Unit Award
2022-10-03−11,500→ 0 total→ Common Shares (11,500 underlying) - Disposition to Issuer
Restricted Share Unit Award
2022-10-03−3,000→ 0 total→ Common Shares (3,000 underlying) - Disposition to Issuer
Common Shares
2022-10-03$148.50/sh−22,362$3,320,757→ 0 total - Disposition to Issuer
Restricted Share Unit Award
2022-10-03−7,500→ 0 total→ Common Shares (7,500 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−775→ 0 totalExercise: $125.69Exp: 2032-01-07→ Common Shares (775 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−25,225→ 0 totalExercise: $125.69Exp: 2032-01-07→ Common Shares (25,225 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−3,084→ 0 totalExercise: $31.62Exp: 2028-11-20→ Common Shares (3,084 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−61,916→ 0 totalExercise: $31.62Exp: 2028-11-20→ Common Shares (61,916 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−41,432→ 0 totalExercise: $20.28Exp: 2027-12-06→ Common Shares (41,432 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2022-10-03−5,000→ 0 totalExercise: $10.56Exp: 2027-04-05→ Common Shares (5,000 underlying)
Footnotes (4)
- [F1]Under the Agreement and Plan of Merger, dated as of May 9, 2022 (the "Merger Agreement"), by and among the Issuer, Pfizer Inc. ("Pfizer") and a wholly owned subsidiary of Pfizer ("Merger Sub"), following satisfaction or waiver of the closing conditions set forth in the Merger Agreement, on October 3, 2022 Merger Sub merged with and into the Issuer with the Issuer surviving as the surviving company (the "Merger").
- [F2]In the Merger, each common share of the Issuer (each, a "Common Share") outstanding immediately prior to the effective time of the Merger (other than certain excluded shares pursuant to the terms of the Merger Agreement), was converted into the right to receive the merger consideration in cash of $148.50, without interest, less any withholding taxes (the "Merger Consideration").
- [F3]In connection with the distribution ("Distribution") by the Issuer to holders of its common shares of all the outstanding common shares of Biohaven Ltd. ("SpinCo"), each outstanding restricted share unit of the Issuer was adjusted such that such restricted share unit became a restricted share unit in respect of common shares of SpinCo and a restricted share unit in respect of Common Shares (each such restricted share unit, a "Post-Spin Issuer RSU"). At the effective time of the Merger, each outstanding Post-Spin Issuer RSU was automatically cancelled in exchange for the right to receive (without interest) an amount in cash equal to the product of (i) the number of Common Shares subject to such Post-Spin Issuer RSU, with any performance conditions applicable to such Post-Spin Issuer RSU deemed achieved at 100%, and (ii) the Merger Consideration, less any withholding taxes.
- [F4]In connection with the Distribution, each outstanding option to purchase common shares of the Issuer was adjusted such that such option became an option to acquire SpinCo common shares and an option to acquire Common Shares (each such option, a "Post-Spin Issuer Option"). At the effective time of the Merger, each outstanding Post-Spin Issuer Option was automatically cancelled in exchange for the right to receive (without interest) an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per Common Share of such Post-Spin Issuer Option and (ii) the number of Common Shares subject to such Post-Spin Issuer Option, less any withholding taxes.
Issuer
Biohaven Pharmaceutical Holding Co Ltd.
CIK 0001689813
Entity typeother
Related Parties
1- filerCIK 0001704256
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 8:23 PM ET
- Size
- 44.3 KB